Gearing v. Kelly

Eager, J. (dissenting).

I would affirm on the opinion of Mr. Justice Hecht at Special Term. The provision of the by-laws that a “ majority of the directors shall constitute a quorum ”, is, of course, to be construed with due regard to the context, as a whole, of the section in which it is used. Immediately following, as it does, the opening sentence of the section providing for a board of directors of four, such provision for a majority to constitute a quorum clearly bespeaks a majority of a board of four. Furthermore, the Appellate Division in the Fourth Department has recently held that ‘ ‘…